NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES ) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 July 2019
RECOMMENDED ALL-SHARE OFFER
for
PATAGONIA GOLD PLC
by
HUNT MINING CORP.
implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme of arrangement becomes Effective
The boards of directors of Hunt and Patagonia Gold are pleased to announce that, further to the announcement dated 19 July 2019 that the Court has sanctioned the Scheme, the Court Order has now been delivered to the Registrar of Companies and, accordingly, the Scheme in connection with the recommended share for share exchange offer by Hunt for the entire issued and to be issued ordinary share capital of Patagonia Gold, has now become Effective in accordance with its terms as set out in the Scheme Document.
Scheme Shareholders on Patagonia Gold's register of members at the Scheme Record Time, being 6.00 p.m. (
Cancellation of admission to trading on AIM of the Patagonia Gold Shares
Trading in the Patagonia Gold Shares on AIM was suspended with effect from 7.30 a.m. (
As a result of the Scheme having become Effective, share certificates in respect of the Patagonia Gold Shares have ceased to be valid documents of title and entitlements to Patagonia Gold Shares held in uncertificated form in CREST are being cancelled.
Capitalised terms in this announcement, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
Enquiries:
Patagonia Gold Plc Christopher van Tienhoven, Chief Executive Officer |
|
Strand Hanson Limited Jack Botros |
Tel: +44 (0)207 409 3494 |
Hunt Mining Corp. |
|
Further information
Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority in the
Patagonia Gold Shareholders may request a hard copy of this announcement by contacting Computershare on +44 (0) 370 873 5856 between 8.30 a.m. to 5.30 p.m., Monday to Friday (except public holidays in
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION, OR THE SOLICITATION OF AN OFFER, TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the
The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules) and also, as a result of Hunt being a Canadian company listed on the TSX-V, with the applicable requirements of Canadian laws and the policies of the TSX-V.
Unless otherwise determined by Hunt or required by the Code, and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of (electronic) mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction. Accordingly, copies of this announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The receipt of securities pursuant to the Offer by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or indirectly, in or into
The New Hunt Shares have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act") or under the securities laws of any State or other jurisdiction of
Patagonia Gold is incorporated under the laws of
The Offer, implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in
Neither the US Securities and Exchange Commission nor any securities commission of any state of
If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.
Publication on websites and availability of hard copies
This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hunt's website at www.huntmining.com and on Patagonia Gold's website at www.patagoniagold.com by no later than 12.00 p.m. (
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the